Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
Hanhua Financial Holding Co., Ltd.*
瀚華金控股份有限公司
(A joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 3903)
PROPOSED AMENDMENTS TO
THE ARTICLES OF ASSOCIATION
AND
RULES OF GENERAL MEETING
The board of directors (the "Board") of Hanhua Financial Holding Co., Ltd. (the "Company") hereby announces the proposed amendments to the Company's articles of association and the rules of general meeting.
According to the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han[2019] No. 97)《( 關於調整適用在境外上市公司召開股東大會通知期限等事項規定 的批復》(國函〔2019 〕97 號), the requirements on the notice period of the general meeting, shareholders' proposal right and convening procedures for joint stock companies incorporated in China and listed overseas shall be governed by the relevant provisions under the Company Law of the People's Republic of China, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies《(國務院關於股份有限公司境外募集股份及上市的 特 別規 定 》). Accordingly, the Company intends to amend the relevant provisions in the Articles of Association as follows:
Before amendment | After amendment | |
1 | Article 2 | Article 2 |
Established through sponsorship, the | Established through sponsorship, the | |
Company was registered with the | Company was registered with the | |
Chongqing Administration for Industry | Chongqing Administration for Industry | |
and Commerce on March 13, 2013 and | and Commerce on March 13, 2013 and | |
obtained the business license of an | obtained the business license of an | |
enterprise with legal personality. The | enterprise with legal personality. The | |
registration number of the Company's | unified social credit code of the | |
business license is 500000000002364. | Company is 915000007626938433. | |
2 | Article 66 | Article 66 |
When the Company is to hold a | When the Company is to hold a | |
General Meeting of Shareholders, it | General Meeting of Shareholders, it |
shall issue a written notice 45 days | shall inform all Shareholders of the | |
before the meeting, notifying all the | time and venue of the meeting and | |
registered shareholders of the issues to | the matters to be considered thereat | |
be reviewed at, and the date and venue, | 20 days before the meeting is held, | |
of the meeting. Shareholders who | and if it is an Extraordinary General | |
intend to attend the relevant meeting | Meeting, 15 days before the meeting | |
shall deliver the written reply on the | is held. If bearer shares are to be | |
meeting attendance on the Company | issued by the Company, it shall | |
20 days before the meeting is held. | announce the time and venue of the | |
When calculating the number of days | meeting and the matters to be | |
for the issuance of notices of General | considered thereat 30 days before | |
Meeting of Shareholders, neither the | the meeting is held. | |
meeting date nor the day the relevant | When calculating the number of | |
notice is issued shall be included. | days for the issuance of notices of | |
The issuance date of the notice sent as | General Meeting of Shareholders, | |
per this article shall be the date on | neither the meeting date nor the day | |
which the Company or the share | the relevant notice is issued shall be | |
registry engaged by the Company | included. | |
delivers the relevant notice to the post | The issuance date of the notice sent | |
office for posting. | as per this article shall be the date | |
on which the Company or the share | ||
registry engaged by the Company | ||
delivers the relevant notice to the | ||
post office for posting. | ||
If there are special provisions in the | ||
listing rules of the place where the | ||
company's shares are listed, such | ||
provisions shall prevail. | ||
3 | Article 68 | Article 68 |
The Company shall, based on the | This Article shall be deleted in its | |
written replies received 20 days before | entirety. | |
the General Meeting of Shareholder is | Article 69 of the original Articles of | |
held, calculate the number of voting | Association shall change to Article | |
shares represented by the shareholders | 68 and the sequence numbers of the | |
who intend to attend the meeting If the | remaining Articles shall be revised | |
number of voting shares represented by | accordingly. | |
the shareholders intending to attend the | ||
meeting exceeds more than half of the | ||
total number of the Company's voting | ||
shares, the Company may convene the | ||
General Meeting of Shareholders; | ||
otherwise, the Company shall within 5 | ||
days notify the shareholders once again | ||
of the issues to be reviewed, and the | ||
date and the venue of the meeting in | ||
the form of public announcement. | ||
After such notification by public | ||
announcement, the Company may | ||
convene the General Meeting |
of .Shareholders. | ||
Issues not set out in the notice of | ||
Extraordinary General Meeting of | ||
Shareholders shall not be resolved at | ||
the meeting. | ||
4 | Article 70 | Article 69 |
Notice of the General Meeting of | Notice of the General Meeting of | |
Shareholders shall be delivered to the | Shareholders shall be delivered to the | |
shareholders (whether or not entitled to | shareholders (whether or not entitled to | |
vote thereat) by courier or prepaid mail | vote thereat) by courier or prepaid mail | |
at the recipient's address shown in the | at the recipient's address shown in the | |
register of shareholder, or given by | register of shareholder, or given by | |
way of a public announcement | way of a public announcement | |
(including announcement published on | (including announcement published on | |
the Company's website) provided that | the Company's website) provided that | |
the Company has obtained prior | the Company has obtained prior | |
written consent or implied consent | written consent or implied consent | |
from the shareholders pursuant to | from the shareholders pursuant to | |
relevant laws and regulations and the | relevant laws and regulations and the | |
amended Listing Rules of Hong Kong. | amended Listing Rules of Hong Kong. | |
For holders of domestic share, the | For holders of domestic share, the | |
notice of the General Meeting of | notice of the General Meeting of | |
Shareholders may also be given by | Shareholders may also be given by | |
public announcement. Such notice | public announcement. Such notice | |
shall be published in one or more | shall be published in one or more | |
media designated by the securities | media designated by the securities | |
regulator of the State Council and on | regulator of the State Council and | |
the Company's website during the | on the Company's website during | |
period between 45 and 50 days before | the period between 20 and 25 days | |
the meeting is held. Once such | before the General Meeting of | |
announcement is published, all holders | Shareholders is held or during the | |
of domestic share shall be deemed to | period between 15 and 20 days | |
have received notice of the General | before the Extraordinary General | |
Meeting of Shareholders. | Meeting is held. Once such | |
announcement is published, all holders | ||
of domestic share shall be deemed to | ||
have received notice of the General | ||
Meeting of Shareholders. | ||
5 | Article 115 | Article 114 |
When the Company is to hold a class | When the Company is to hold a class | |
shareholders' meeting, it shall issue a | shareholders' meeting, it shall | |
written notice 45 days before the | inform all Shareholders of the time | |
meeting, notifying all the registered | and venue of the meeting and the | |
shareholders of that class of the | matters to be considered thereat 20 | |
matters to be reviewed at and the date | days before the meeting is held, and | |
and venue of the meeting. | if it is an Extraordinary General | |
Shareholders that intend to attend the | Meeting, 15 days before the meeting | |
meeting shall serve a written reply on | is held. |
the meeting attendance on the | If there are special provisions in the | |
Company 20 days before the meeting | listing rules of the place where the | |
is held. | company's shares are listed, such | |
If the number of shares carrying the | provisions shall prevail. | |
right to vote at the meeting represented | ||
by the shareholders intending to attend | ||
the meeting is more than half of the | ||
total number of shares of that class | ||
carrying the right to vote at the | ||
meeting, the Company may hold the | ||
class shareholders' meeting. | ||
Otherwise, the Company shall, within | ||
five days, inform the shareholders once | ||
again of the matters to be considered at | ||
and the date and place of the meeting | ||
in the form of a public announcement. | ||
After such notification by public | ||
announcement, the Company may hold | ||
the class shareholder's meeting. |
Corresponding amendments will be proposed to be made to the Rules of General Meeting. Specific amendments have been set out in the circular of the Company dated 29 November 2019.
The First Extraordinary General Meeting in 2020 of the Company will be held at Conference Room, 7th Floor, Building 2, 11 East Honghu Road, Yubei District, Chongqing, the PRC on Wednesday, 15 January 2020, at 10:00 a.m. to consider and, if thought fit, approve the proposed amendments. Please also refer to the Notice of the First Extraordinary General Meeting in 2020 dated 29 November 2019 for further details.
The Board considers that the proposed amendments are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favor of the resolutions at the First Extraordinary General Meeting in 2020 as set out in the Notice of the First Extraordinary General Meeting in 2020.
By order of the Board
Hanhua Financial Holding Co., Ltd.
Zhang Guoxiang
Chairman of the Board
Beijing, the PRC, 2 December 2019
As at the date of this announcement, the executive directors of the Company are Mr. ZHANG Guoxiang, Mr. WANG Dayong and Mr. CUI Weilan; the non-executive directors of the Company are Mr. TU Jianhua, Ms. LIU Jiaoyang, Ms. LIU Tingrong, Ms. WANG Fangfei, Mr. FENG Yongxiang and Mr. LIU Bolin; and the independent non-executive directors of the Company are Mr. BAI Qinxian, Mr. DENG Zhaoyu, Mr. QIAN Shizheng, Mr. NG Leung Sing
and Mr. YUAN Xiaobin.
* For identification purpose only
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Hanhua Financial Holding Co. Ltd. published this content on 02 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 December 2019 09:04:12 UTC